UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]      Quarterly  Report  Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the  Quarterly Period Ended June 30, 2004.

[ ]      Transition  Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934


                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION
        (Exact name of small business issuer as specified in its charter)


      Mississippi                                      64-0665423
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                   500 Main Street, Natchez, Mississippi 39120
                    (Address of principal executive offices)

                                  601-445-5576
                           (Issuer's telephone number)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]  No [ ]


State the number of shares outstanding of each of the issuer's classes of common
                   equity, as of the latest practicable date:

       2,116,316 Shares of Common Stock, Par Value $2.50, were outstanding
                             as of August 1, 2004.



      Transitional Small Business Disclosure Format: Yes [ ]  No [X]



<PAGE>




                      BRITTON & KOONTZ CAPITAL CORPORATION
                                AND SUBSIDIARIES

                                      INDEX


PART I.     FINANCIAL INFORMATION


        Item 1.   Financial Statements

                  Consolidated Statements of Condition
                  Consolidated Statements of Income
                  Consolidated Statements of Changes in Stockholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to the Consolidated Financial Statements


        Item 2.  Management's Discussion and Analysis of Financial Condition and
                 Results Operations

        Item 3.  Controls and Procedures



PART II.     OTHER INFORMATION


        Item 4.  Submission of Matters to a Vote of Security Holders


        Item 6.  Exhibits and Reports on Form 8-K



SIGNATURES


CERTIFICATIONS




<PAGE>


PART I            FINANCIAL INFORMATION

         Item 1.  Financial Statements


<PAGE>
<TABLE>
<CAPTION>


                           BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                          FOR THE PERIODS ENDED




                                                A S S E T S


                                                                            June 30,        December 31,
 ASSETS:                                                                      2004              2003
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 8,293,379       $ 7,390,638
       Interest bearing                                                          709,263           969,117
                                                                        -----------------  ----------------
              Total cash and due from banks                                    9,002,642         8,359,755

 Federal funds sold                                                               12,599            41,361
 Investment Securities:
       Held-to-maturity (market value, in 2004 and 2003,
           of $41,072,772 and $44,002,578, respectively)                      40,467,705        42,289,409
       Available-for-sale (amortized cost, in 2004 and 2003,
           of $88,988,625 and $92,186,797, respectively)                      88,483,818        93,663,436
       Equity securities                                                       5,314,300         5,181,800
 Loans, less unearned income of $2,861 in 2004 and
           $3,931 in 2003, and allowance for loan losses of
           $2,226,610 in 2004 and $2,070,162 in 2003                         216,402,001       204,521,159
 Loans held for sale                                                           2,095,021         3,102,006
 Bank premises and equipment, net                                              8,595,202         8,596,254
 Other real estate                                                             1,003,087         1,741,127
 Accrued interest receivable                                                   2,121,740         2,095,662
 Cash surrender value of life insurance                                          928,776           905,090
 Deposit Premium                                                               1,042,314         1,096,122
 Other assets                                                                  3,473,655         2,813,267
                                                                        -----------------  ----------------
 TOTAL ASSETS                                                              $ 378,942,860     $ 374,406,448
                                                                        =================  ================
</TABLE>
<TABLE>
<CAPTION>

<PAGE>



                                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                            June 30,        December 31,
 LIABILITIES:                                                                 2004              2003
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Deposits
       Non-interest bearing                                                 $ 38,065,986      $ 37,523,263
       Interest bearing                                                      191,819,681       195,410,519
                                                                        -----------------  ----------------
              Total deposits                                                 229,885,667       232,933,782

 Federal Home Loan Bank advances                                              92,543,403        87,575,761
 Federal funds purchased                                                       7,075,000         4,550,000
 Securities sold under repurchase agreements                                  10,068,278         9,935,300
 Accrued interest payable                                                        789,270           830,498
 Advances from borrowers for taxes and insurance                                 252,986           367,375
 Accrued taxes and other liabilities                                           3,851,515         3,017,133
 Junior Subordinated Debentures                                                5,000,000         5,000,000
                                                                        -----------------  ----------------
              Total liabilities                                              349,466,119       344,209,849


 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
 Common stock - $2.50 par value per share;
       12,000,000 shares authorized; 2,127,587 and 2,113,087 issued
       and outstanding for June 30, 2004 and December 31, 2003,
       respectively                                                            5,318,968         5,318,968
 Additional paid-in capital                                                    7,225,408         7,225,408
 Retained earnings                                                            17,320,051        16,690,918
 Accumulated other comprehensive income                                         (130,311)        1,218,680
                                                                        -----------------  ----------------
                                                                              29,734,116        30,453,974
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      29,476,741        30,196,599
                                                                        -----------------  ----------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 378,942,860     $ 374,406,448
                                                                        =================  ================


</TABLE>
<TABLE>
<CAPTION>



              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                                               Three Months Ended                    Six Months Ended
                                                                    June 30,                             June 30,
                                                         -------------------------------     --------------------------------
                                                             2004             2003               2004              2003
                                                         --------------   --------------     --------------   ---------------
 INTEREST INCOME:
<S>                                                        <C>              <C>                <C>               <C>
 Interest and fees on loans                                $ 3,547,382      $ 3,720,863        $ 6,953,869       $ 7,325,164
 Interest on investment securities:
   Taxable interest income                                   1,000,887          887,374          2,020,572         1,785,355
   Exempt from federal taxes                                   406,810          391,804            814,214           783,508
 Interest on federal funds sold                                    589              560              1,924            10,034
                                                         --------------   --------------     --------------   ---------------
 Total interest income                                       4,955,668        5,000,601          9,790,579         9,904,061
                                                         --------------   --------------     --------------   ---------------

 INTEREST EXPENSE:
 Interest on deposits                                          796,051        1,031,819          1,654,542         2,097,688
 Interest on other borrowed funds                              715,018          598,019          1,405,265         1,093,203
 Interest on securities sold under repurchase agreements        30,470            8,857             59,321            20,448
                                                         --------------   --------------     --------------   ---------------
 Total interest expense                                      1,541,539        1,638,695          3,119,128         3,211,339
                                                         --------------   --------------     --------------   ---------------


 NET INTEREST INCOME                                         3,414,129        3,361,906          6,671,451         6,692,722
 Provision for loan losses                                     120,000          135,000            240,000           270,000
                                                         --------------   --------------     --------------   ---------------
 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                             3,294,129        3,226,906          6,431,451         6,422,722
                                                         --------------   --------------     --------------   ---------------

 OTHER INCOME:
 Service charges on deposit accounts                           328,748          329,988            642,601           648,655
 Income from fiduciary activities                               12,016            8,698             24,463            23,103
 Insurance premiums and commissions                               (344)            (239)              (588)             (178)
 Gain/(loss) on sale of ORE                                    (30,688)         (11,953)           (50,505)           (5,953)
 Gain/(loss) on sale of mortgage loans                         103,740          181,670            192,769           324,195
 Gain/(loss) on sale of premises & equipment                   173,445                -            173,445                 -
 Gain/(loss) on sale of other assets                            (7,106)           1,354             (8,106)              (71)
 Other                                                         184,256          185,613            361,021           366,779
                                                         --------------   --------------     --------------   ---------------
 Total other income                                            764,067          695,131          1,335,100         1,356,530
                                                         --------------   --------------     --------------   ---------------

<PAGE>

 OTHER EXPENSES:
 Salaries                                                    1,790,375        1,410,796          3,292,165         2,815,535
 Employee benefits                                             227,640          229,045            487,134           434,372
 Director fees                                                  46,210           43,852             93,870            86,987
 Net occupancy expense                                         230,325          193,055            446,302           388,562
 Equipment expenses                                            220,352          249,609            465,834           481,050
 FDIC assessment                                                 8,731            9,167             17,543            17,852
 Stationery and supplies                                        61,720           74,252            122,467           145,753
 Other real estate expense                                       7,655           16,147             27,911            23,705
 Amortization of deposit premium                                26,904           26,904             53,808            53,808
 Other                                                         571,177          622,589          1,129,739         1,200,152
                                                         --------------   --------------     --------------   ---------------
 Total other expenses                                        3,191,089        2,875,416          6,136,773         5,647,776
                                                         --------------   --------------     --------------   ---------------

 INCOME BEFORE INCOME TAX EXPENSE                              867,107        1,046,621          1,629,778         2,131,476
 Income tax expense                                            185,846          379,612            324,457           677,653
                                                         --------------   --------------     --------------   ---------------
 NET INCOME                                                $   681,261      $   667,009        $ 1,305,321       $ 1,453,823
                                                         ==============   ==============     ==============   ===============

 EARNINGS PER SHARE DATA:

  Basic earnings per share                                      $ 0.32           $ 0.32             $ 0.62            $ 0.69
                                                         ==============   ==============     ==============   ===============
  Basic weighted shares outstanding                          2,113,087        2,113,087          2,113,087         2,113,087
                                                         ==============   ==============     ==============   ===============


  Diluted earnings per share                                    $ 0.32           $ 0.31             $ 0.62            $ 0.69
                                                         ==============   ==============     ==============   ===============
  Diluted weighted shares outstanding                        2,118,162        2,117,686          2,118,371         2,114,654
                                                         ==============   ==============     ==============   ===============

<PAGE>

</TABLE>
<TABLE>
<CAPTION>




                                          BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                             FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003




                                                                                               Accumulated
                                                  Common Stock        Additional                 Other                   Total
                                              ----------------------    Paid-in     Retained   Comprehensive Treasury  Stockholders'
                                                Shares      Amount      Capital     Earnings      Income      Stock       Equity
                                              ----------  ----------  ----------  ------------ ------------ ---------- -------------

<S>                                           <C>         <C>         <C>         <C>          <C>          <C>         <C>
 Balance at December 31, 2002                 2,113,087   $5,318,968  $7,225,408  $ 15,304,539 $ 1,737,934  $(257,375)  $29,329,474

 Comprehensive Income:
     Net income                                       -            -           -     1,453,823           -                1,453,823

     Other comprehensive
        income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes for $128,857                                                                     (216,103)                (216,103)
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $28,608                                                                       48,089                   48,089

 Cash Dividend declared
        $.32 per share                                                                (676,188)                            (676,188)
                                              ----------  ----------  ----------  ------------ ------------ ---------- -------------
 Balance at June 30, 2003                     2,113,087   $5,318,968  $7,225,408  $ 16,082,174 $ 1,569,920  $(257,375)  $29,939,095
                                              ==========  ==========  ==========  ============ ============ ========== =============


</TABLE>
<TABLE>
<CAPTION>


 Balance at December 31, 2003                 2,113,087   $5,318,968  $7,225,408  $ 16,690,918 $ 1,218,680  $(257,375)  $30,196,599
<S>                                           <C>         <C>         <C>         <C>          <C>          <C>         <C>
 Comprehensive Income:
     Net income                                       -            -           -     1,305,321           -                1,305,321

     Other comprehensive
        income (net of tax):
     Net change in unrealized gain/(loss)
        on securities available for sale, net
        of taxes of $739,079                                                                    (1,264,307)              (1,264,307)
 Other Comprehensive gains from
        derivates, net of reclassification
        adjustment of $50,379                                                                      (84,684)                 (84,684)

 Cash Dividend declared
        $.32 per share                                                                (676,188)                            (676,188)
                                              ----------  ----------  ----------  ------------ ------------ ---------- -------------
 Balance at June 30, 2004                     2,113,087   $5,318,968  $7,225,408  $ 17,320,051 $  (130,311) $(257,375)  $29,476,741
                                              ==========  ==========  ==========  ============ ============ ========== =============





</TABLE>
<PAGE>
<TABLE>
<CAPTION>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             PERIODS ENDED JUNE 30,

                                                                                             2004                    2003
                                                                                    ---------------------   ---------------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                  <C>                     <C>
 Net income                                                                                $ 1,305,321             $ 1,453,823
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
            Deferred income taxes                                                              104,319                 418,536
            Provision for loan losses                                                          240,000                 270,000
            Provision for depreciation                                                         347,493                 767,782
            Stock dividends received                                                           (33,800)                (36,900)
            (Gain)/loss on sale of other real estate                                            50,505                   5,953
            (Gain)/loss on sale of other repossessed assets                                      8,106                      71
            (Gain)/loss on sale of mortgage loans                                             (192,769)               (324,195)
            (Gain)/loss on sale of premises and equipment                                     (173,445)                      -
            Amortization/(accretion) of investment security
            premiums (discounts), net                                                          357,721                 228,581
            Amortization of valuation adjustment on acquired loans                                   -                       -
            Amortization of deposit premium                                                     53,808                  53,808
            Writedown of other real estate                                                      11,000                       -
            (Increase)/decrease in accrued interest receivable                                 (26,078)                (57,545)
            (Increase)/decrease in cash surrender value                                        (23,686)                 12,295
            (Increase)/decrease in other assets                                               (811,498)                 79,651
            (Increase)/decrease in accrued interest payable                                    (41,229)                (12,080)
            (Increase)/decrease in accrued taxes and other liabilities                       1,497,580                (332,378)
                                                                                    -------------------     -------------------
            Net cash provided (used) by operating activities                                 2,673,348               2,527,403
                                                                                    -------------------     -------------------

 CASH FLOWS FROM INVESTING ACTIVITIES
            (Increase)/decrease in federal funds sold                                           28,762               3,560,000
            Proceeds from sales, maturities and paydowns
            of investment securities                                                        14,562,424              15,656,958
            Purchase of FHLB stock                                                             (98,700)               (483,700)
            Purchases of investment securities                                              (9,900,270)            (36,265,922)
            (Increase)/decrease in loans                                                   (11,013,162)            (20,733,858)
            Proceeds from sale and transfers of other real estate                              747,554                 554,394
            Proceeds from sale and transfers of other repossessed assets                        29,000                  44,157
            Proceeds from sale of premises and equipment                                       771,918                       -
            Purchase of premises and equipment                                                (944,914)               (853,037)
                                                                                    -------------------     -------------------
            Net cash provided (used) by financing activities                                (5,817,388)            (38,521,008)
                                                                                    -------------------     -------------------
<PAGE>
</TABLE>

<TABLE>
<CAPTION>


 CASH FLOWS FROM FINANCING ACTIVITIES
<S>                                                                                  <C>                      <C>
            Increase /(decrease) in customer deposits                                       (8,512,115)              4,180,185
            Increase /(decrease) in brokered deposits                                        5,464,000                       -
            Increase /(decrease) in securities sold under
            repurchase agreements                                                              132,978                 198,210
            Increase /(decrease) in federal funds purchased                                  2,525,000                       -
            Increase /(decrease) in FHLB advances                                            4,967,641              24,449,661
            Increase /(decrease) in advances from borrowers
            for taxes and insurance                                                           (114,389)               (111,616)
            Increase /(decrease) in Trust Preferred Securities                                       -               5,000,000
            Cash dividends paid                                                               (676,188)               (676,188)
                                                                                    -------------------     -------------------
            Net cash provided (used) by financing activities                                 3,786,927              33,040,252
                                                                                    -------------------     -------------------


 NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS                                            642,887              (2,953,353)
                                                                                    -------------------     -------------------
 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                              8,359,755              11,476,874
                                                                                    -------------------     -------------------
 CASH AND DUE FROM BANKS AT END OF PERIOD                                                  $ 9,002,642             $ 8,523,521
                                                                                    ===================     ===================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>



 SCHEDULE OF NONCASH INVESTING AND                                                         2004                    2003
                                                                                    -------------------     -------------------
 FINANCING ACTIVITIES:

<S>                                                                                  <C>                     <C>
            Cash paid during the year for interest                                         $ 3,160,356             $ 3,164,083
                                                                                    ===================     ===================

            Cash paid during the year for income taxes                                       $ 321,214               $ 567,648
                                                                                    ===================     ===================

            Transfers from loans foreclosed to other real estate                              $ 71,019               $ 569,300
                                                                                    ===================     ===================
            Total change in unrealized gains/(losses)
             on securities available for sale                                             $ (1,981,445)             $ (344,960)
                                                                                    ===================     ===================
            Total change in deferred income taxes on
             securities available for sale                                                  $ (739,079)             $ (128,857)
                                                                                    ===================     ===================

            Total change in unrealized gains/(losses) on derivatives                        $ (135,063)               $ 76,697
                                                                                    ===================     ===================

            Total change in deferred income taxes on derivatives                             $ (50,379)               $ 28,608
                                                                                    ===================     ===================


</TABLE>



<PAGE>


              BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                       JUNE 30, 2004 AND DECEMBER 31, 2003




Note A.  Basis of Presentation

         The consolidated balance sheet for Britton & Koontz Capital Corporation
(the  "Company")  as of December  31,  2003,  has been  derived from the audited
financial  statements of the Company for the year then ended.  The  accompanying
consolidated financial statements as of June 30, 2004, are unaudited and reflect
all normal  recurring  adjustments  which,  in the  opinion of  management,  are
necessary for the fair presentation of financial  position and operating results
of the periods presented. Certain 2003 amounts have been reclassified to conform
to the 2004 presentation.

Note B.  Interest Rate Risk Management

         On May 9, 2002,  the Bank entered into an  off-balance  sheet  interest
rate swap agreement to convert existing prime based loans to a fixed rate. Under
the terms of the  agreement,  the Bank  receives  a fixed  rate of 7.635% and is
obligated  to pay a  floating  rate  based on  USD-Prime-H.15,  calculated  on a
contractual notional amount of $5,000,000.  The original term is for five years,
expiring May 10, 2007. The fair value of this  derivative,  designated as a cash
flow hedge,  and considered  highly effective was $180,868 at June 30, 2004, and
is reflected in other assets.

Note C.  Loans Held-for-Sale

         Loans  held-for-sale  are primarily  thirty year and fifteen year fixed
rate, one to four family real estate loans which are valued at the lower of cost
or market,  as determined by outstanding  commitments  from investors or current
investor  yield  requirements,  calculated  on an individual  basis.  Unrealized
losses on loans  held-for-sale  are  charged  against  income  in the  period of
decline.  Such  declines  are  recorded  in a  valuation  allowance  account and
deducted  from the cost  basis of the  loans.  At June 30,  2004,  no charge was
recorded. Gains on loans are recognized when realized.

Note D.  Junior Subordinated Debentures

         On March 26,  2003,  the Company  finalized  its  participation  in FTN
Financial  Capital Market's and Keefe,  Bruyette & Woods' pooled trust preferred
offering.  The Company  established  Britton & Koontz  Statutory Trust # 1 which
issued 5,000  capital  securities  and 155 common  securities  with an aggregate
liquidation  amount of $5 million and $155 thousand,  respectively.  The term of
the capital securities and debentures is 30 years, callable after 5 years at the
option of the Company.  The initial interest rate is 4.41%,  adjusting quarterly
at 3-Month LIBOR plus 3.15% and capped at 11.75%.

  Note E.  Loan Commitments

         In the ordinary course of business, the Company enters into commitments
to extend credit to its customers.  Letters of credit  included in the financial
statements  at June 30, 2004 and December  31, 2003,  were $2.4 million and $1.4
million,  respectively.  As of June 30, 2004, the Company had entered into other
commercial and residential loan  commitments with certain  customers that had an
aggregate unused balance of $39.6 million, compared to $39.3 million at December
31, 2003.  Because letters of credit and loan commitments  often are not used in
their entirety,  if at all, before they expire, the balances on such commitments
should not be used to project actual future liquidity requirements. However, the
Company  does  incorporate  expectations  about  the  level of draws  under  all
credit-related commitments into its funds management process.

<PAGE>


  Note F.  Earnings per Share

         Basic  income per share  amounts are computed by dividing net income by
the weighted  average  number of common shares  outstanding.  Diluted income per
share assumes exercise of all potential common stock, including options granted,
unless the effect is  anti-dilutive.  The  following  is  information  about the
computation  of earnings  per share for the three and six months  ended June 30,
2004.

<TABLE>
<CAPTION>




For the three months ended June 30, 2004
                                                               Net Income       Shares         Amount
                                                              -----------      --------       --------
<S>                                                           <C>              <C>            <C>
Basic income per share
   Income available to common shareholders                    $   681,261      2,113,087       $.32

Effect of diluted securities                                                       5,075
                                                              ----------------------------------------
Dilutive income per share
   Income available to common shareholders
       Plus assumed conversion                                $   681,261      2,118,162       $.32




For the six months ended June 30, 2004
                                                               Net Income       Shares         Amount
                                                               ----------      ---------      --------

Basic income per share
   Income available to common shareholders                    $ 1,305,319      2,113,087       $.62

Effect of diluted securities                                                       5,284
                                                              ----------------------------------------
Dilutive income per share
   Income available to common shareholders
       Plus assumed conversion                                $ 1,305,319      2,118,371       $.62

</TABLE>


Item 2. Management's Discussion and Analysis of Financial  Condition and Results
         of Operations

             This  discussion  is  intended  to  present  a review  of the major
factors  affecting  the  financial  condition  and results of  operations of the
Company and expand on material changes since December 31, 2003.

SUMMARY

             The Company had net income of $1.3 million ($0.62 basic and diluted
earnings per share) for the period  ended June 30, 2004,  compared to net income
of $1.5 million ($0.69 basic and diluted earnings per share) for the same period
in 2003.

             Total assets increased $4.5 million from $374.4 million at December
31, 2003 to $378.9 million at June 30, 2004.  Since year-end,  cash and due from
banks  increased  $643 thousand to $9.0 million,  available-for-sale  investment
securities  decreased  $5.2 million to $88.5 million while the  held-to-maturity
portfolio fell $1.8 million. Net loans, excluding loans held for sale, increased
$11.9  million  to $216.4  million.  Other  real  estate  owned  decreased  $738
thousand.  Deposits  decreased $3.0 million to $229.9  million while  borrowings
increased  $7.6 million.  Total  stockholders'  equity  decreased $.6 million to
$29.5  million due to dividend  payments of $676  thousand,  reductions  of $1.4
million  from  unrealized  losses in  available-for-sale  investment  portfolio,
offset by earnings of $1.3 million.

<PAGE>


             Financial Condition

             Assets

             The  Company's  total  assets  increased  $4.5  million from $374.4
million at December 31, 2003,  to $378.9  million at June 30, 2004.  The Company
anticipated  slower  growth  in  total  assets  this  year  as cash  flows  from
investment  securities  were used to replace  higher  yielding loans rather than
being invested back into the securities portfolio.  The shift from securities to
loans was also an effort to slow the  compression  in the  bank's  net  interest
margin while at the same time  providing  available  liquidity to fund  expected
loan growth.  Loan portfolio  growth was funded by an increase in borrowed funds
and the proceeds from security cash flows.


             Investment Securities

             The Company's  investment  portfolio at June 30, 2004,  consists of
mortgage-backed, municipal, and corporate securities. Investment securities that
are deemed to be held-to-maturity are accounted for by the amortized cost method
while securities in the available-for-sale  categories are accounted for at fair
value.

             Management  determines  the  classification  of its  securities  at
acquisition. Total held-to-maturity and available-for-sale investment securities
decreased 5% to $129.0 million from December 31, 2003, to June 30, 2004.  Equity
securities increased $133 thousand due primarily to the purchase of Federal Home
Loan Bank stock.  Equity  securities are comprised  primarily of Federal Reserve
Bank stock of $522  thousand,  Federal  Home Loan Bank stock of $4.6 million and
ECD Investments, LLC membership interests of $100 thousand.


             The amortized cost of the Bank's investment  securities at June 30,
2004 and December 31, 2003, are summarized in Table 1.


<TABLE>
<CAPTION>



             TABLE 1: COMPOSITION OF INVESTMENT PORTFOLIO

                                                              Amortized Cost
                                                 -----------------------------------------
                                                     06/30/04                 12/31/03
                                                 -----------------------------------------
<S>                                               <C>                       <C>
    Obligations of other U.S. Government
       Agencies and Corporations                  $  91,595,874             $  95,608,328
    Obligations of state and
       Political Subdivisions                        34,841,843                34,834,072
    Corporate Securities                              3,018,613                 4,033,806
                                                  --------------            --------------
                                                  $ 129,456,330             $ 134,476,206
                                                  ==============            ==============
</TABLE>

             Loans

             Loan  demand in the  Company's  market  areas  began to  strengthen
throughout  the first six months of 2004, as was expected.  Loans grew 5% or $11
million to $218.5 million at June 30, 2004,  from $207.6 million at December 31,
2003.  Home equity loans  increased as a result of the success of loan specials;
non residential  commercial real estate loans also increased.  The loan to total
assets ratio increased to 57.7% at June 30, 2004,  compared to 55.5% at December
31, 2003.  At June 30,  2004,  the loan to deposit  ratio was 95.0%  compared to
89.1% at year-end. Fixed rate conforming mortgage assets with maturities greater
than 12 years are sold in the secondary market at the time of origination.

             Management  anticipates continued loan growth through the remainder
of  this  year  primarily  from  the  Baton  Rouge,  Louisiana,  and  Vicksburg,
Mississippi,  markets. Table 2 presents the Bank's loan portfolio composition at
June 30, 2004, and December 31, 2003.

<PAGE>

             TABLE 2: COMPOSITION OF LOAN PORTFOLIO

                                                   06/30/04          12/31/03
                                               --------------     --------------

Commercial, financial & agricultural           $   33,108,000     $   31,853,000
Real estate-construction                           15,999,000         14,690,000
Real estate-residential                            95,348,000         91,031,000
Real estate-other                                  62,265,000         57,826,000
Installment                                        13,771,000         14,195,000
Other                                                 242,000            102,000
                                                -------------     --------------
       Total loans                              $ 220,733,000     $  209,697,000
                                                =============     ==============

             Bank Premises

             The Company closed its Shields Lane branch in Natchez, Mississippi,
  during the second  quarter of 2004.  Operations  of the branch,  including the
  mortgage  center,  have moved into the newly  renovated,  11,000  square  foot
  Tracetown  branch.  The Company has also received  approval from the Office of
  the  Comptroller of the Currency to close the Florida  Blvd and  Perkins  Road
  branches  in the Baton  Rouge,  Louisiana,  market and will  operate  from the
  larger and more updated branch on Bluebonnet  Blvd. The Florida Blvd.  branch,
  which is the only branch site that the bank owns in Baton Rouge, will be moved
  to other real estate and held for sale. Management is reviewing possible sites
  for a new branch in Baton Rouge,  Louisiana.  The  consolidation of the bank's
  premises is an effort to strengthen  operations  and allow the bank to be more
  competitive in all markets.

             Asset Quality

             Nonperforming  assets,  including  non-accrual  loans,  other  real
estate and loans 90 days or more  delinquent  decreased  $831  thousand  to $2.4
million  at  June  30,  2004,   from  $3.3  million  at  year-end.   The  bank's
nonperforming  loan  ratio  decreased  to .65% at June 30,  2004,  from  .74% at
December 31, 2003. A breakdown  of  nonperforming  assets at June 30, 2004,  and
December 31, 2003, is shown in Table 3.

             TABLE 3: BREAKDOWN OF NONPERFORMING ASSETS

                                                         06/30/04     12/31/03
                                                        ---------     ---------
                                                         (dollars in thousands)
    Non-accrual loans by type
      Real estate                                       $     871     $     585
      Installment                                              30            20
      Commercial and all other loans                           90           580
                                                        ---------     ---------
          Total non-accrual loans                             992         1,184
    Loans past due 90 days or more                            437           337
                                                        ---------     ---------
          Total nonperforming loans                         1,429         1,522
    Other real estate owned (net)                           1,003         1,741
                                                        ---------     ---------
          Total nonperforming assets                    $   2,432     $   3,263
                                                        =========     =========
    Nonperforming loans as a percent
      of loans, net of unearned interest
      and loans held for sale                                .65%          .74%
                                                        =========     =========

<PAGE>

             Allowance for Possible Loan Losses

             The  allowance  for  loan  losses  is  established  as  losses  are
estimated through a provision for loan losses charged against  operations and is
maintained at a level that management considers adequate to absorb losses in the
loan portfolio. The allowance is subject to change as management reevaluates the
adequacy of the allowance.  Management's judgment in determining the adequacy of
the  allowance  is  inherently  subjective  and is  based on the  evaluation  of
individual  loans, the known and inherent risk  characteristics  and size of the
loan  portfolios,  the  assessment  of current  economic and real estate  market
conditions,  estimates of the current value of underlying collateral,  past loan
loss  experience,   review  of  regulatory  authority  examination  reports  and
evaluations of specific loans and other relevant factors.  Each loan is assigned
a risk  rating  between one and nine with a rating of "one" being the least risk
and a rating of "nine" reflecting the most risk or a complete loss. Risk ratings
are assigned by the originating loan officer or loan committee at the initiation
of the  transactions  and are reviewed and changed,  when necessary,  during the
life of the loan.

             The  allowance  consists  of  specific,   general  and  unallocated
components.  The  specific  component  relates  to  loans  that  are  considered
impaired.  Loan loss reserve factors are multiplied against the balances in each
risk rating  category to arrive at the  appropriate  level for the allowance for
loan losses.  Loans assigned a risk rating of "five" or above are monitored more
closely by the Chief  Lending  Officer  and loan review  personnel.  The general
component  of  the   allowance   for  loan  losses  groups  loans  with  similar
characteristics  and allocates a percentage based upon historical losses and the
inherent  risks within each  category The  unallocated  portion of the allowance
reflects management's estimate of probable but undetected losses inherent in the
portfolio;   such  estimates  are  influenced  by   uncertainties   in  economic
conditions,  delays in obtaining information,  including unfavorable information
about a borrower's  financial  condition,  difficulty in identifying  triggering
events that correlate  perfectly to subsequent loss rates, and risk factors that
have not yet manifested  themselves in loss allocation factors.  The methodology
for  determining  the adequacy of the allowance for loan losses is  consistently
applied; however, revisions may be made to the methodology and assumptions based
on historical  information  related to charge-off  and recovery  experience  and
management's evaluation of the current loan portfolio.

             Based upon this evaluation,  management  believes the allowance for
loan losses of $2.2 million at June 30, 2004,  which  represents  1.02% of gross
loans held to maturity,  is adequate,  under prevailing economic conditions,  to
absorb losses on existing  loans.  At December 31, 2003,  the allowance for loan
losses was $2.1 million or 1.00% of gross loans held to maturity.


             Provision for Possible Loan Losses

             The  provision  for possible loan losses is a charge to earnings to
maintain the  allowance  for  possible  loan losses at a level  consistent  with
management's  assessment of the loan  portfolio in light of current and expected
economic conditions.  The Company's regular review of the allowance is an effort
to  maintain it at an adequate  level and provide  necessary  data to maintain a
proper provision  expense to earnings.  Based upon this  evaluation,  management
believes the  provision  for  possible  loan losses of $40 thousand per month at
June 30, 2004, is adequate to provide coverage for possible loan losses that may
be inherent in the portfolio.

             Table 4 details  allowance  activity  for the six months ended June
30, 2004 and June 30, 2003:


<PAGE>

             TABLE 4: ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                                     06/30/04         06/30/03
                                                   -----------       -----------
                                                      (dollars in thousands)
    Balance at beginning of year                   $    2,070        $    2,129
     Charge-offs:
      Real Estate                                          (0)             (179)
      Commercial                                          (70)               (3)
      Installment and other                               (32)              (13)
     Recoveries:
      Real Estate                                           1                 0
      Commercial                                            1                56
      Installment and other                                16                11
                                                   ----------        -----------
     Net (charge-offs)/recoveries                         (84)             (128)
      Provision charged to operations                     240               270
                                                   ----------        -----------
    Balance at end of period                       $    2,226        $    2,271
                                                   ==========        ===========
    Allowance for loan losses as a percent
     of loans, net of unearned interest
     and loans held for sale                            1.02%             1.17%
                                                   ==========        ===========
    Net charge-offs as a percent of
     average loans                                       .04%              .07%
                                                   ==========        ===========

             Potential Problem Loans

             At June 30,  2004,  the  Company  had no loans,  other  than  those
  balances  incorporated  in  tables 3 and 4 above  above  that  management  had
  significant  doubts as to the ability of the  borrower to comply with  current
  repayment terms.

             Deposits

             Total  deposits  decreased  $3.0  million  from  $232.9  million at
December 31, 2003 to $229.9  million at June 30, 2004.  Customer  deposits  fell
$8.5  million  but that  decrease  was  partially  offset by an increase of $5.6
million  in  short-term  brokered  deposits.  Contributing  to the  decrease  in
customer  deposits  was an $11  million  drop in  deposits  of public  funds The
Company's  markets are very  competitive  providing some  volatility in deposits
associated with public  entities.  These deposits are part of the total non-core
wholesale funding used by the bank to fund loans and investments.  Additionally,
the  decline in total  deposits  is the result of  decreases  in other  non-core
funding.  Core funding was  estimated to increase 7% during the first six months
of 2004.

             TABLE 5: COMPOSITION OF DEPOSITS

                                                  06/30/04           12/31/03
                                             ---------------     ---------------
Non-Interest Bearing                          $   38,065,986     $   37,523,263
NOW Accounts                                      32,183,781         35,062,025
Money Market Deposit Accounts                     26,970,259         27,096,521
Savings Accounts                                  17,018,019         16,788,328
Certificates of Deposit                          115,647,622        116,463,645
                                              --------------     ---------------
       Total Deposits                         $  229,885,667     $  232,933,782
                                              ==============     ===============



<PAGE>

             Borrowings

             Total bank borrowings including Federal Home Loan Bank Advances and
Federal Funds  purchased  increased $7.6 million from $102.1 million at December
31, 2003 to $109.7 million at June 30, 2004. The additional borrowed funds along
with cash flows from the investment portfolio were used to fund the bank's $11.0
million increase in loans.


             Capital

             Stockholders'  equity  totaled  $29.5  million  at June  30,  2004,
compared to $30.2  million at December 31, 2003.  The decrease is primarily  the
result of net income,  dividends  paid and the change in  comprehensive  income/
(loss) over the first six months  totaling  $1.3  million,  ($677)  thousand and
($1.4) million,  respectively.  Comprehensive income is the result of unrealized
gains or losses in available-for-sale securities and the recognition of the fair
value of certain derivative  instruments.  The ratio of shareholders'  equity to
assets  decreased  to 7.8% at June 30,  2004,  compared to 8.1% at December  31,
2003.

             The Company  maintained  a total  capital to risk  weighted  assets
ratio of 14.92%,  a Tier 1 capital to risk weighted assets ratio of 13.99% and a
leverage ratio of 8.95% at June 30, 2004. These levels  substantially exceed the
minimum   requirements   of  the   regulatory   agencies  for   well-capitalized
institutions of 10.00%, 6.00% and 5.00% respectively.


             Off-Balance Sheet Arrangements

             There have been no significant changes in the Company's off-balance
  sheet  arrangements  during the six months ended June 30, 2004.  See Note B to
  the Company's  consolidated  financial  statements  for a  description  of the
  Company's off-balance sheet arrangements.


             Results of Operations

             Net Income

             Net income for the three months  ended June 30, 2004,  increased to
$681 thousand or $0.32 per diluted share  compared to $667 thousand or $0.31 per
diluted share for the same period in 2003. Returns on average assets and average
equity were .72% and 9.02%,  for the first six months of 2004,  compared to .78%
and 8.83% in the same period in 2003. Net income remained  relatively  equal for
both periods with two major items  offsetting each other.  Additional  after-tax
expenses of approximately $180 thousand related to deferred  compensation due to
the  retirement and  resignation of three  employees were offset by the sale and
consolidation of the bank's Shield Lane Branch.

             For the six months  ended  June 30,  2004,  net income and  diluted
earnings  per share  were $1.3  million  and  $0.62 per share  compared  to $1.5
thousand  and  $0.69 per share for the same  period  in 2003.  The  decrease  is
primarily due to the slowdown in mortgage  originations causing revenues to fall
during 2004 compared to last year.


             Net Interest Income and Net Interest Margin

             One of the  largest  components  of the  Company's  earnings is net
interest income, which is the difference between the interest and fees earned on
loans and investments and the interest paid for deposits and borrowed funds. The
net interest  margin (NIM) is net interest  income  expressed as a percentage of
average earning assets.


<PAGE>


             Net interest income  increased $52 thousand to $3.4 million for the
  three  months  ended June 30, 2004.  Additional  net  interest  income of $190
  thousand  was  provided by higher  volumes as  increases  in  interest  income
  outpaced  increases in interest  expense.  However,  this amount was offset by
  $138  thousand  due  to  the  lower  interest  rate   environment  as  greater
  compression  was  experienced   between  asset  yields  and  liability  costs.
  Additional  volumes and compression from lower interest rates also contributed
  to a narrowing  of net interest  margin from 4.18% for the quarter  ended June
  30, 2003, compared to 3.88% at June 30, 2004.

             For the six  months  ended  June  30,  2004,  net  interest  income
decreased  $21 thousand to $6.7 million  compared to the same period in 2003 due
primarily to a $485  thousand  loss in net interest  income from lower  interest
rates,  which  was  partially  offset  by a $464  thousand  gain  from the 12.1%
increase in the volume of average earning assets.  Net interest margin decreased
from 4.27% to 3.80%.

             Non-Interest Income

             Non-interest  income includes service charges on deposit  accounts,
income from  fiduciary  activities,  gains from the sale of  mortgage  loans and
other revenue not derived from interest on earning assets.  Non-interest  income
for the three months ended June 30, 2004,  increased  $69 thousand over the same
period in 2003. The increase was primarily the result of a gain of $173 thousand
realized  on the sale of the bank's  Shield  Lane  Branch,  which was  partially
offset by a decrease of $78 thousand in revenues  from sales of mortgage  loans.
Income was received on $34 million in sales of mortgage  loans during the second
quarter of 2003  compared to $12 million in 2004.  Lower  originations  were the
result of the interest rate turnaround as rates began to move higher in 2004.

             For the six months  ended June 30, 2004,  non  interest  income was
unchanged at $1.3 million compared to the same period in 2003.


             Non-Interest Expense

             Non-interest  expense  includes  salaries and benefits,  occupancy,
equipment  and other  operating  expenses.  Non-interest  expenses for the three
months ended June 30, 2004,  were $3.2 million  compared to $2.9 million for the
three months ended June 30, 2003, an increase of $316 thousand or 11%. The major
factor  contributing  to the increase  was a $286  thousand  pre-tax  expense to
salaries for deferred  compensation due to the retirement and/or  resignation of
three senior employees.

             Non-interest  expense  for the six  months  ended  June  30,  2004,
increased $489 thousand to $6.1 million compared to $5.6 million during the same
period  in 2003.  This  increase  was due to the  above  explanation  concerning
deferred  compensation  along with modest increases in salaries and benefits and
increases  in  occupancy  expenses,  primarily  in the Baton  Rouge,  Louisiana,
market.


             Income Taxes

             The Company  recorded  income tax expense of $186  thousand for the
three months ended June 30, 2004,  compared to $380 thousand for the same period
in 2003.  Income tax for the six months  ended June 30,  2004 was $324  thousand
compared to $678 thousand  during the same period in 2003. The lower  percentage
in 2004 reflects a revised estimate of recording tax expense.

             Liquidity

             The  Company  utilizes  a  funds   management   process  to  assist
management in maintaining  net interest income during times of rising or falling
interest rates and in maintaining  sufficient  liquidity.  Principal  sources of
liquidity  for the  Company  are asset cash  flows,  customer  deposits  and the
ability to borrow against investment securities and loans.  Secondary sources of
liquidity  include the sale of  investment  and loan assets.  All  components of
liquidity are reviewed and analyzed on a monthly basis.

             The Company has established a liquidity  contingency  plan to guide
the bank in the event of a  liquidity  crisis.  The plan  describes  the  normal
operating  environment,  prioritizes  funding  options and  outlines  management
responsibilities and board notification procedures.

<PAGE>



             The Company's cash and cash equivalents  increased $643 thousand to
$9.0  million at June 30, 2004,  from $8.4  million at December  31, 2003.  Cash
provided by operating and financing activities during the second quarter of this
year was $2.7 million and $3.8 million, respectively, while investing activities
used $5.8 million. Investing activities include a net increase in loans of $11.0
million along with the purchase of $9.9 million of investment  securities offset
by pay downs of $14.6 million.

             The Company has unsecured  federal  funds lines with  correspondent
banks and  maintains  the ability to draw on its line of credit with the Federal
Home  Loan  Bank  in  the  amounts  of   approximately   $35  and  $13  million,
respectively.  Management  believes  it  maintains  adequate  liquidity  for the
Company's current needs.



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as  amended.  Although  the  Company  believes  that the
expectations reflected in such forward-looking  statements are reasonable,  such
forward-looking  statements are based on numerous assumptions (some of which may
prove to be incorrect)  and are subject to risks and  uncertainties  which could
cause the actual results to differ  materially from the Company's  expectations.
Forward-looking  statements have been and will be made in written  documents and
oral  presentations  of the Company.  Such  statements are based on management's
beliefs as well as assumptions  made by and information  currently  available to
management.  When used in the  Company's  documents or oral  presentations,  the
words "anticipate", "believe", "estimate", "expect", "objective",  "projection",
"forecast",   "goal"  and   similar   expressions   are   intended  to  identify
forward-looking  statements.  In addition to any  assumptions  and other factors
referred to  specifically in connection  with such  forward-looking  statements,
factors that could cause the Company's actual results to differ  materially from
those  contemplated in any  forward-looking  statements  include,  among others,
increased competition,  regulatory factors, economic conditions, changing market
conditions,  availability or cost of capital,  employee workforce factors, costs
and other  effects  of legal and  administrative  proceedings,  and  changes  in
federal,  state or local  legislative  requirements.  The Company  undertakes no
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of changes in actual  results,  changes in  assumptions  or other factors
affecting such statements.


Item 3.      Controls and Procedures

             As of the end of the  period  covered by this  quarterly  report on
Form 10-QSB,  the Company  carried out an evaluation,  under the supervision and
with  the  participation  of  our  principal  executive  officer  and  principal
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  as  defined  in Rule  13a-15(e)  and Rule
15d-15(e) under the Securities  Exchange Act of 1934, as amended.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
SEC reports.  There has been no change in the  Company's  internal  control over
financial  reporting  that  occurred  during the  Company's  most recent  fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting.


PART II.  OTHER INFORMATION


Item 4.  Submission of Matters to a vote of Security holders.

             (a) Our Annual Meeting was held on April 27, 2004;


<PAGE>


             (c) The  only  matter  voted  upon at our  Annual  Meeting  was the
election of three Class II directors to serve three year terms expiring in 2007.
The following directors were elected as Class II directors at the Annual Meeting
by the votes indicated:

                                      For        Against    Abstain      Total
                                   ---------     -------    -------    ---------
     W. W. Allen, Jr.              1,535,484      5,297        0       1,540,781
     Craig A. Bradford, D.M.D.     1,538,196      2,585        0       1,540,781
     Vinod K. Thukral, Ph.D.       1,530,332     10,449        0       1,540,781


Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits


                                  EXHIBIT INDEX


Ex
No.                           Description of Exhibit

3.1  Restated Articles of Incorporation of Britton & Koontz Capital Corporation,
     incorporated  by  reference  to Exhibit  4.1 to  Registrant's  Registration
     Statement  on  Form  S-8,  Registration  No.  333-20631,   filed  with  the
     Commission on January 29, 1997. *

3.2  By-Laws of Britton & Koontz Capital  Corporation,  as amended and restated,
     incorporated by reference to Exhibit 3.2 to  Registrant's  Annual Report on
     Form 10-KSB filed with the Commission on March 30, 1998. *

4.1  Shareholder  Rights Agreement dated June 1, 1996,  between Britton & Koontz
     Capital  Corporation  and Britton & Koontz First  National  Bank, as Rights
     Agent,   incorporated   by  reference   to  Exhibit  4.3  to   Registrant's
     Registration Statement on Form S-8, Registration No. 333-20631,  filed with
     the Commission on January 29, 1997. *

31.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certifications  of the Chief  Executive  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certifications  of the Chief  Financial  Officer,  as required  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002


*    As indicated in the column entitled  "Description of Exhibits" this exhibit
     is incorporated by reference to another filing or document



             (b) Reports on Form 8-K

     On April  23,  2004,  the  Company  filed a  current  report  on Form  8-K,
     reporting 1st quarter 2004 earnings.

     On May 19, 2004, the Company filed a current report on Form 8-K,  declaring
     a semi-annual dividend of $0.32 per share.

     On  June  16,  2004,  the  Company  filed a  current  report  on Form  8-K,
     announcing the  resignation  of Bazile R. Lanneau,  Jr. from the Company as
     Vice President and Chief Financial  Officer and Britton & Koontz Bank, N.A.
     as Executive Vice-President and Chief Financial Officer,



<PAGE>


                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.









                                            BRITTON & KOONTZ CAPITAL CORPORATION




Date:     August 6, 2004                    /s/ W. Page Ogden
                                            ____________________________________
                                            W. Page Ogden
                                            Chairman and Chief Executive Officer




Date:     August 6, 2004                    /s/ William M. Salters
                                            ____________________________________
                                            William M. Salters
                                            Chief Financial Officer



<PAGE>





                                  EXHIBIT 31.1

             SECTION 302 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>




                                                                    EXHIBIT 31.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, W. Page Ogden, certify that:


         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the Small business  issuer as of, and for, the periods  presented in
         this report;

         4. The Small  business  issuer's  other  certifying  officer  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the Small business issuer and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the Small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b) evaluated  the   effectiveness  of   the  Small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by the report based on
         such evaluation; and

         c) disclosed in this report any change in the Small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         Small business  issuer's most recent fiscal quarter (the Small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the Small business issuer's internal control over financial  reporting;
         and

         5. The Small  business  issuer's  other  certifying  officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the Small business  issuer's auditors and the
         audit  committee of the Small business  issuer's board of directors (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the Small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  Small  business
         issuer's internal control over financial reporting.





Date: August 6, 2004                             /s/ W. Page Ogden
                                                 ______________________________
                                                 W. Page Ogden
                                                 Chief Executive Officer


<PAGE>


                                  EXHIBIT 31.2

             SECTION 302 - CERTIFICATION OF CHIEF FINANCIAL OFFICER


<PAGE>




                                                                    EXHIBIT 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


         I, William M. Salters, certify that:


         1. I have  reviewed this  quarterly  report on Form 10-QSB of Britton &
         Koontz Capital Corporation;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the Small business  issuer as of, and for, the periods  presented in
         this report;

         4. The Small  business  issuer's  other  certifying  officer  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the Small business issuer and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the Small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b) evaluated  the   effectiveness  of   the  Small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by the report based on
         such evaluation; and

         c) disclosed in this report any change in the Small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         Small business  issuer's most recent fiscal quarter (the Small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the Small business issuer's internal control over financial  reporting;
         and

         5. The Small  business  issuer's  other  certifying  officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the Small business  issuer's auditors and the
         audit  committee of the Small business  issuer's board of directors (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the Small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  Small  business
         issuer's internal control over financial reporting.






Date: August 6, 2004                        /s/ William M. Salters
                                            _______________________________
                                            William M. Salters
                                            Chief Financial Officer




<PAGE>



                                  EXHIBIT 32.1

             SECTION 906 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER


<PAGE>


                                                                    EXHIBIT 32.1



                    Certification of Chief Executive Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended June 30, 2004, of Britton & Koontz Capital Corporation (the "Company"), as
filed with the Securities Exchange Commission on the date hereof (the "Quarterly
Report"),  I, W. Page Ogden,  Chief Executive  Officer of the Company,  certify,
pursuant  to 18 U.S.C.  ss.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.






Date: August 6, 2004                        /s/ W. Page Ogden
                                            ________________________________
                                            W. Page Ogden
                                            Chief Executive Officer


<PAGE>






                                  EXHIBIT 32.2

             SECTION 906 - CERTIFICATION OF CHIEF FINANCIAL OFFICER




<PAGE>




                                                                    EXHIBIT 32.2



                    Certification of Chief Financial Officer
                         Pursuant to 18 U.S.C. ss. 1350
                 (Section 906 of the Sarbanes-Oxley Act of 2002)


         In connection with the Quarterly  Report on Form 10-QSB for the quarter
ended June 30, 2004, of Britton & Koontz Capital Corporation (the "Company"), as
filed with the Securities Exchange Commission on the date hereof (the "Quarterly
Report"),  I,  William M.  Salters,  Chief  Financial  Officer  of the  Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:


(1)  the Quarterly  Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  the information  contained in the Quarterly Report fairly presents,  in all
     material respects, the financial condition and results of operations of the
     Company.






Date: August 6, 2004                        /s/ William M. Salters
                                            _________________________________
                                            William M. Salters
                                            Chief Financial Officer